MPLX/MarkWest Combination Receives Further Cash Consideration from Marathon Petroleum Corp.
-
Marathon Petroleum Corporation increases one-time cash payment to
$6.20 per unit on a best and final basis
-
Total cash consideration of approximately $1.28 billion provides
substantially enhanced value to MarkWest unitholders
-
Three of MarkWest’s top unitholders, representing more than 15
percent of voting units, have agreed to vote in favor of the
transaction
-
MarkWest’s board and executive management affirm their support for
the transaction and its revised terms
-
Proxy Supplement and proxy cards being mailed to unitholders
-
Special unitholder meeting remains scheduled for Dec. 1, 2015
MPLX LP (NYSE:MPLX) and MarkWest Energy Partners, L.P. (NYSE:MWE)
(MarkWest) today announced that, in connection with the anticipated
combination of MPLX and MarkWest, Marathon Petroleum Corporation
(NYSE:MPC) has agreed to further increase the amount of the one-time
cash consideration payable to MarkWest common unitholders to $6.20 per
unit, up from the cash consideration previously announced on Nov. 10,
2015, of approximately $5.21 per unit. This cash consideration
represents a significant enhancement to the initial July 13, 2015, offer
which was approximately $3.37 per unit. Under the revised terms of the
merger agreement announced today, which represents the best and final
offer, MarkWest common unitholders will receive approximately $1.28
billion in total cash consideration and 1.09 MPLX common units per
MarkWest common unit, for a total consideration of approximately $51.74
per MarkWest common unit, based on the closing price of MPLX’s common
units on Nov. 16, 2015.
This Smart News Release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20151117005896/en/
Three of MarkWest’s largest unitholders, Kayne Anderson Capital
Advisors, L.P., Tortoise Capital Advisors, L.L.C., and, as previously
announced, The Energy & Minerals Group, which cumulatively represent
more than 15 percent of MarkWest’s outstanding units entitled to vote,
have all entered into voting agreements to vote in favor of the
transaction. The merger is also recommended by each of the boards of
directors of MPC, MPLX and MarkWest, and the executive management of
both partnerships strongly support the transaction and its revised terms.
“We are pleased that three of MarkWest’s top unitholders have agreed to
support the combination and vote in favor of this revised offer,” said
Gary R. Heminger, MPLX chairman and chief executive officer. “We look
forward to consummating this transaction and delivering on the
significant opportunities of the combined partnership.”
“This transaction will create long-term strategic value for our
unitholders and customers through a combination of enhanced growth
opportunities and significant parental support from Marathon Petroleum
Corporation. This increased cash consideration from MPC further enhances
the overall value of the transaction and our board and executive team
recommend that MarkWest unitholders vote in favor of the merger
proposal,” said Frank M. Semple, MarkWest chairman, president and chief
executive officer.
The proposed transaction will combine MarkWest, the second-largest
processor of natural gas in the United States and largest processor and
fractionator in the Marcellus and Utica shale plays, with MPLX, a
rapidly growing crude oil and refined products logistics partnership
sponsored by MPC. The combination will create one of the largest master
limited partnerships (MLPs), which is expected to generate a mid-20
percent compound annual distribution growth rate through 2019.
The transaction is subject to approval by MarkWest unitholders and other
customary closing conditions and, subject to the satisfaction of those
conditions, is expected to close in Dec. 2015. The date of the special
meeting of MarkWest common unitholders is Dec. 1, 2015. MarkWest
unitholders of record as of Oct. 5, 2015, will be entitled to vote on
approval of the merger and the associated proposals.
MarkWest unitholders are urged to vote “FOR” the merger and related
matters and submit their proxy as promptly as possible, either by
telephone, via the internet or by marking, signing and dating the proxy
card that was provided to unitholders along with the proxy statement and
prospectus. If you abstain from voting, fail to cast your vote in person
or by proxy or fail to give voting instructions to your broker, bank or
other nominee, it will have the same effect as a vote “AGAINST” the
merger proposal.
MarkWest is mailing supplemental proxy materials to its unitholders.
Your vote is very important regardless of the number of MarkWest
common units you own. The merger cannot be completed unless the
holders of at least a majority of the outstanding MarkWest common units,
voting together as a single class, vote for the proposal to approve the
merger agreement and the transactions contemplated thereby at the
special meeting of MarkWest common unitholders (the “Merger Proposal”).
At the special meeting, MarkWest common unitholders will also vote on an
advisory compensation proposal (the “Advisory Compensation Proposal”)
and on a proposal to adjourn the special meeting, if necessary, to
solicit additional proxies if there are not sufficient votes to approve
the merger agreement and transactions contemplated thereby at the time
of the special meeting (the “Adjournment Proposal”).
If you have already voted and would like to revoke your proxy or change
your vote, you may do so at any time before the special meeting of
MarkWest common unitholders. If you are a MarkWest common unitholder of
record, you may revoke your proxy and/or change your vote, or if you
have not yet voted you may do so, at any time before 11:59 p.m. Eastern
Time on Nov. 30, 2015 (the “Telephone/Internet Deadline”) or before the
polls close at the MarkWest special meeting by (1) sending a written
notice, which is received prior to the Telephone/Internet Deadline, to
MarkWest at 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado
80202, Attn: Corporate Secretary, that bears a date later than the date
of the proxy and states that you revoke your proxy, (2) submitting a
valid, later-date proxy by mail, telephone or Internet that is received
prior to the Telephone/Internet Deadline or (3) attending the special
meeting of MarkWest common unitholders and voting by ballot in person
(your attendance at the MarkWest special meeting will not, by itself,
revoke any proxy that you have previously given). If you hold your
MarkWest common units in “street name,” you should follow the
instructions of your broker, bank or other nominee regarding the
revocation of proxies. If your broker allows you to submit a proxy via
the Internet or by telephone, you may be able to change your vote by
submitting a new proxy via the Internet or by telephone or by mail.
About MPLX LP
MPLX is a fee-based, growth-oriented master limited partnership formed
in 2012 by Marathon Petroleum Corporation to own, operate, develop and
acquire pipelines and other midstream assets related to the
transportation and storage of crude oil, refined products and other
hydrocarbon-based products. Headquartered in Findlay, Ohio, MPLX’s
assets consist of a 99.5 percent equity interest in a network of common
carrier crude oil and products pipeline assets located in the Midwest
and Gulf Coast regions of the United States and a 100 percent interest
in a butane storage cavern located in West Virginia with approximately 1
million barrels of natural gas liquids storage capacity.
About MarkWest Energy Partners
MarkWest Energy Partners, L.P. is a master limited partnership that owns
and operates midstream service businesses. MarkWest has a leading
presence in many natural gas resource plays including the Marcellus
Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale, Woodford Shale
and Granite Wash formation.
This press release contains forward-looking statements within the
meaning of federal securities laws regarding MPLX LP (“MPLX”), Marathon
Petroleum Corporation (“MPC”), and MarkWest Energy Partners, L.P.
(“MWE”). These forward-looking statements relate to, among other things,
expectations, estimates and projections concerning the business and
operations of MPLX, MPC, and MWE. You can identify forward-looking
statements by words such as “anticipate,” “believe,” “estimate,”
“objective,” “expect,” “forecast,” “guidance,” “imply,” “plan,”
“project,” “potential,” “could,” “may,” “should,” “would,” “will” or
other similar expressions that convey the uncertainty of future events
or outcomes. Such forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and other
factors, some of which are beyond the companies’ control and are
difficult to predict. In addition to other factors described herein that
could cause MPLX’s or MWE’s actual results to differ materially from
those implied in these forward-looking statements, negative capital
market conditions, including a persistence or increase of the current
yield on common units, which is higher than historical yields, could
adversely affect MPLX’s ability to meet its distribution growth
guidance, particularly with respect to the later years of such guidance.
Factors that could cause MPLX’s or MWE’s actual results to differ
materially from those implied in the forward-looking statements include:
the ability to complete the proposed merger of MPLX and MWE on
anticipated terms and timetable; the ability to obtain approval of the
transaction by the unitholders of MWE and satisfy other conditions to
the closing of the transaction contemplated by the merger agreement;
risk that the synergies from the MPLX/MWE transaction may not be fully
realized or may take longer to realize than expected; disruption from
the MPLX/MWE transaction making it more difficult to maintain
relationships with customers, employees or suppliers; risks relating to
any unforeseen liabilities of MWE or MPLX, as applicable; the adequacy
of MPLX’s and MWE’s respective capital resources and liquidity,
including, but not limited to, availability of sufficient cash flow to
pay distributions, and the ability to successfully execute their
business plans and implement their growth strategies; the timing and
extent of changes in commodity prices and demand for crude oil, refined
products, feedstocks or other hydrocarbon-based products; volatility in
and/or degradation of market and industry conditions; completion of
pipeline capacity by competitors; disruptions due to equipment
interruption or failure, including electrical shortages and power grid
failures; the suspension, reduction or termination of MPC’s obligations
under MPLX’s commercial agreements; each company’s ability to
successfully implement its growth plan, whether through organic growth
or acquisitions; modifications to earnings and distribution growth
objectives; federal and state environmental, economic, health and
safety, energy and other policies and regulations; changes to MPLX’s
capital budget; other risk factors inherent to MPLX or MWE’s industry;
and the factors set forth under the heading “Risk Factors” in MPLX’s
Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with
the Securities and Exchange Commission (SEC); and the factors set forth
under the heading “Risk Factors” in MWE’s Annual Report on Form 10-K for
the year ended Dec. 31, 2014, and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2015, filed with the SEC. These risks, as
well as other risks associated with MPLX, MWE and the proposed
transaction, are also more fully discussed in the joint proxy statement
and prospectus included in the registration statement on Form S-4 filed
by MPLX and declared effective by the SEC on October 29, 2015, and the
supplement to the proxy statement/prospectus dated November 17, 2015.
Factors that could cause MPC’s actual results to differ materially from
those implied in the forward-looking statements include: risks described
above relating to the MPLX/MWE proposed merger; changes to the expected
construction costs and timing of pipeline projects; volatility in and/or
degradation of market and industry conditions; the availability and
pricing of crude oil and other feedstocks; slower growth in domestic and
Canadian crude supply; an easing or lifting of the U.S. crude oil export
ban; completion of pipeline capacity to areas outside the U.S. Midwest;
consumer demand for refined products; transportation logistics; the
reliability of processing units and other equipment; MPC’s ability to
successfully implement growth opportunities; modifications to MPLX
earnings and distribution growth objectives; federal and state
environmental, economic, health and safety, energy and other policies
and regulations; other risk factors inherent to MPC’s industry; and the
factors set forth under the heading "Risk Factors" in MPC’s Annual
Report on Form 10-K for the year ended Dec. 31, 2014, filed with SEC. In
addition, the forward-looking statements included herein could be
affected by general domestic and international economic and political
conditions. Unpredictable or unknown factors not discussed here, in
MPLX’s Form 10-K, in MPC’s Form 10-K, or in MWE’s Form 10-K and Form
10-Qs could also have material adverse effects on forward-looking
statements. Copies of MPLX’s Form 10-K are available on the SEC website,
MPLX’s website at http://ir.mplx.com
or by contacting MPLX’s Investor Relations office. Copies of MPC’s Form
10-K are available on the SEC website, MPC’s website at http://ir.marathonpetroleum.com
or by contacting MPC’s Investor Relations office. Copies of MWE’s Form
10-K and Form 10-Qs are available on the SEC website, MWE’s website at http://investor.markwest.com
or by contacting MWE’s Investor Relations office.
Additional Information and Where to Find It
In connection with the proposed acquisition, MWE and MPLX have filed
relevant materials with the SEC, including MPLX’s registration statement
on Form S-4 that includes a definitive joint proxy statement and a
prospectus and was declared effective by the SEC on October 29, 2015 and
a supplement to the proxy statement/prospectus dated November 17, 2015.
Investors and security holders are urged to read all relevant documents
filed with the SEC, including the definitive joint proxy statement and
prospectus, because they contain important information about the
proposed transaction. Investors and security holders are able to obtain
the documents free of charge at the SEC’s website, http://www.sec.gov,
or for free from MPLX LP at its website, http://ir.mplx.com,
or in writing at 200 E. Hardin Street, Findlay, Ohio 45840, Attention:
Corporate Secretary, or for free from MWE by contacting Investor
Relations by phone at 1-(866) 858-0482 or by email at investorrelations@markwest.com.
Participants in the Solicitation
MPLX and MWE and their respective directors and executive officers and
certain employees may be deemed to be participants in the solicitation
of proxies from the holders of MWE common units with respect to the
proposed transaction. Information about MPLX’s directors and executive
officers is available in MPLX’s Annual Report on Form 10-K filed with
the SEC on February 27, 2015 and MPLX’s current report on Form 8-K, as
filed with the SEC on March 9, 2015. Information about MWE’s directors
and executive officers is set forth in the proxy statement for MWE’s
2015 Annual Meeting of Common Unitholders, which was filed with the SEC
on April 23, 2015 and MWE’s current reports on Form 8-K, as filed with
the SEC on May 5, 2015, May 19, 2015 and June 8, 2015, and in the
definitive joint proxy statement filed by MPLX, which was declared
effective by the SEC on October 29, 2015, and the supplement to the
proxy statement/prospectus dated November 17, 2015. To the extent
holdings of MWE securities have changed since the amounts contained in
the definitive joint proxy statement filed by MPLX, which was declared
effective by the SEC on October 29, 2015, and the supplement to the
proxy statement/prospectus dated November 17, 2015, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Investors may obtain additional information
regarding the interest of such participants by reading the definitive
joint proxy statement and prospectus regarding the acquisition. These
documents may be obtained free of charge from the SEC’s website http://www.sec.gov,
or from MWE and MPLX using the contact information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151117005896/en/
Copyright Business Wire 2015